Grand Foundry Ltd Directors Report.

To

The Members,

Grand Foundry Limited

Your Directors are pleased to present the Twenty Eighth (28th) Directors Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2020.

1. FINANCIAL HIGHLIGHTS:

Rs. in lakhs
Sr No. Particulars For the Year ended 31st March, 2020 For the Year ended 31st March, 2019
1 Total Revenue (Net) 735.68 2570.49
2 Profit before Depreciation & Amortization Expenses, Finance Cost and Tax () (92.95)
3 Less: Depreciation and Amortization Expenses 4.77 7.95
Finance Cost 2.16 25.68
4 Profit before Tax (232.93) (126.58)
5 Exceptional Items 1.53 1.64
Profit before Extraordinary item and tax (234.47) (128.23)
6 Extraordinary Items 0 0
Less: Tax Expense (Deferred Tax) 30.21 (104.90)
6 Profit after Tax (204.26) (233.14)
7 Other Comprehensive Income - -
8 Balance of Profit as per last Balance Sheet (204.26) (233.14)
9 Balance Available for Appropriation (1427.17) (1194.02)
10 Bonus Shares issued - -
11 Dividend paid - -
12 Transfer to General Reserve - -
13 Balance of Profit carried to Balance Sheet (1631.42) (1427.17)

2. COMPANYS PERFORMANCE AND REVIEW

The total revenue (net) of the Company for the year ended 31st March 2020, decreased by 71.37% and stood at Rs. 735.68 Lakhs as against Rs. 2570.49 in the previous year. During the year the Company has incurred losses of Rs. 204.26 lakhs as against loss of Rs. 233.14 lakhs in the previous year.

3. STATE OF THE COMPANYS AFFAIR AND BUSINESS REVIEW

The details of the Companys affairs including its operations are more specifically given in the Management Discussion and Analysis Report, which is given in this Annual Report.

4. COVID 19:

In the last month of FY 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity, causing economic disruptions across the world. In India, this disruption has been aggravated by the migrant labour crisis and the prevalence of slow growth and high unemployment even prior to the lockdown. It has hampered the business of the Company to an extent.

5. SHARE CAPITAL:

During the year 2019-20, your Company converted the unsecured loan brought in by the promoters of the Company at the time of revival amounting to Rs. 8,00,00,000 into equity Share Capital by allotting 2,00,00,000 Equity Shares of Rs. 4/- per share.

Further to the above allotment, the paid-up share capital has increased from Rs. 4,17,20,000/- as on March 31, 2019 to Rs. 12,17,20,000/- as on March 31, 2020.

6. LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid the requisite listing fees to the respective Stock Exchanges for the financial year 2019-20.

7. DIVIDEND AND RESERVE:

In view of accumulated losses, your Directors do not recommend any dividend for the Financial Year 20192020. The details of the reserves and surplus are provided in Schedule No. 12 of the notes to the Audited Financial Statements.

8. TRASNFER TO RESERVE:

During the year under review, no amount was transferred to reserves.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business.

10. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014.

11. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2020 the Company does not have any Subsidiary, Associate or Joint Venture Company. Hence, preparation of Consolidated financial statements and statement containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-2 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Minal Jangla, Director of the Company, is entitled to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered herself for re-appointment.

Mr. Bidhan Gujarati and Mr. Bhanwarlal Sanghvi Independent Directors of the Company has resigned as Directors from the Board of Directors w.e.f., May 29, 2019 and on the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Ketan Shah and Mr. taroon Vaswani as the Independent Directors subject to the approval of members for a period of 5 years w.e.f., May 29, 2019 to May 23, 2024.

Mr. Dhirajlal Jangla, Chairman and Whole time Director of the Company demised on October 25, 2019.

Ms. Priti Panchal, Chief financial officer of the Company resigned w.e.f., October 18, 2020 due to her preoccupancy. Company has intimated her resignation to the Stock Exchange.

Your Board has appointed Mr. Kersi Pavri as the Non-Executive Director of the Company w.e.f., August 31, 2020 subject to the approval of members of the Company.

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and Secretarial Standards on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed to be re-appointed in the ensuing Annual General Meeting is annexed in Notice of 28th Annual General Meeting of the Company.

Your Board recommends the appointment of the Mrs. Minal Jangla as Director of the company.

All the Independent Directors of your company have given declarations that they meet the criteria of Independence laid down under Section 149(6) of the Act and the Listing Regulations.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are: Mr. Kiran Jangla-Managing Director, Mrs. Minal Jangla - Director and Chief Executive Officer, Ms. Priti Panchal- Chief Financial Officer and Ms. Parul Gupta Company Secretary and Compliance Officer. The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Act.

13. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

As per the provisions of Section 134 and Schedule IV of the Companies Act, 2013 the Board of Directors need to evaluate its own performance, the performance of all the individual Directors of the Company and the performance of committees of the Board.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

The Independent Directors at their meeting held on 11th March, 2020, evaluated performance of the Chairperson, non-independent directors of the Company and the performance of the Board as a whole.

The Directors expressed their satisfaction to the outcome of the aforesaid evaluations and consented for continuation of present term of appointment of each of the Independent Directors.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31st, 2020 and of the loss of the company for that period;

3. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. your Directors have prepared the annual accounts on a going concern basis;

5. your Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from the other business of the Board.

During the year under review, the Board met 7 (Seven) times. The details of the meetings of Board of Directors and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, which forms part of this report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

16. COMMITTEES OF THE BOARD:

The Board has constituted its Committees in accordance with the provisions of the Companies Act, 2013 and as per the Listing Regulations. There are currently four Committees of the Board, which are stated as follows:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Nomination and Remuneration Committee;

d. Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year 201920, are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

17. EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 in Form MGT 9 is appended to this Report as "Annexure I."

18. STATUTORY AUDITORS:

In terms of Section 139 of the Act, Members of the Company at the 26th AGM held on September 27, 2018 had appointed M/ s. Vijay V. Dedhia & Co, Chartered Accountants (Firm Registration No. 111439W) as the Statutory Auditors for a term of 5 years commencing from the conclusion of 26th AGM till the conclusion of the 31st AGM to be held in year 2023.

However, pursuant to the amendments made to Section 139 of the Act, by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the members for appointment of Statutory Auditors has been withdrawn. In view of the same, the ratification of members for continuance of M/ s Vijay V. Dedhia & Co, Chartered Accountants, as the Statutory Auditors of the Company, is not being sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as the Statutory Auditors. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer by M/ s. Vijay V. Dedhia & Co, Chartered Accountants.

19. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, the company has appointed M/ s. Shivlal Maurya & Co., Company Secretaries, Mumbai as Secretarial Auditor of the Company for the Financial Year ended March 31, 2020.

The Report of the Secretarial Auditor for F.Y. 2019-20 is appended to this Report as (Annexure II) which forms part of this Annual Report.

With regard to observations made by the Secretarial Auditors in their Report, your Directors would like to state as under:

1. During the period from 1st April, 2019 to 29th May, 2019 Mr. Bidhan Gujarati and Mr. Bhanwarlal Sanghvi was Independent Directors of the Company which was not in compliance with the requirement of Independent Directors in terms of the provisions of Sec 149(6)(b)(ii) of the Act, pursuant to which the composition of mandatory committees of the Board as prescribed by the Act was also not in accordance with the respective provisions of the Act;

The non-compliance in regard to the para above is inadvertent and when it came to the knowledge of the Company about the non-compliance with the requirement of Independent Director in terms of provisions of Section 149(6)(b)(ii), Mr. Bidhan Gujarati, resigned with the immediate effect on May 29, 2019 and in his place Company appointed a new Independent Director.

2. The Company does not have system in place pursuant to the provision of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 regarding maintenance of the data of the Insiders;

Your Company has discussed and decided to put a system in place pursuant to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 regarding maintenance of the data of the Insiders

3. In the Annual General Meeting of the Company held on 26th September 2019 the Company had proposed ordinary resolution for re-classification of promoters/promoters group from Mehta Family to Jangla family, however the same was rejected by the exchanges due to non - compliance.

Your Company inadvertently delayed in Public announcement under reg 31A (8)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has again proposed the resolution for re-classification in 28th Annual General Meeting of the Company and has complied timely with all regulations.

20. INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/ s. Thaker Butala Desai, Chartered Accountants, Mumbai, were appointed as Internal Auditors of the company for the Financial Year 2019-20.

Based on the report of internal audit, the management takes corrective action in respective areas observed and thereby strengthen the controls.

21. INTERNAL FINANCIAL CONTROL:

Your Company has an adequate Internal Control System commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs.

The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standards in Internal Financial Controls. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower Policy has been put in place in accordance with Section 177 of the Companies Act, 2013 for the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against the victimization of Director(s) and Employee(s) who avail of the mechanism. Directors and Employees may make protected disclosure under the policy to the Compliance Committee constituted by the Company to administer the internal code of business conduct. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be.

No complaints were received under whistle blower mechanism during the year under review.

23. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on recommendation of the Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes criteria for determining qualifications, positive attributes and independence of a director and other matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

24. PARTICULARS OF EMPLOYEES:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders at the Registered Office of the company during business hours on any working days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested in inspecting the same, such shareholders may write to the Company Secretary in advance.

25. BUSINESS RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Act in order to address the business risks associated with the Company. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year under review were on arms length basis and in ordinary course of the business and none of them were material. The same are reported in the Notes no. 29 to the Financial Statements.

No material related party transactions were entered during the year under review by your Company. Hence, accordingly disclosure as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company.

All the RPTs were placed before the Audit Committee for its approval and the Committee had granted its prior approval/omnibus approvals, as the case may be, for all related party transactions considering their nature.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Companies Act, 2013 ("the Act").

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were three significant and material orders passed by the BSE Limited and National Stock Exchange Limited that impact the going concern and Companys operation in future:

1. Company has received approval for Revocation of suspension from the NSE and BSE on 12th July 2019 for commencement of trading of shares of the Company with effect from 22nd July 2019.

2. Company has approved alteration of memorandum of association and articles of association in their Annual General Meeting held on 26th September 2019.

3. Company had issued and allotted 2,00,00,000 Equity Shares of Rs. 4/- each to Mr. Kiran Jangla and Mrs. Minal Jangla on preferential basis upon conversion of unsecured loan as per the Board for Industrial and Financial Reconstruction (BIFR") order dated 11th September 2015 in their board meeting held on 24th December 2019.

4. Company has received trading approval for 2,00,00,000 Equity Shares of Rs. 4/- each from NSE and BSE on 3rd February 2020 for commencement of trading with effect from 4th February 2020.

Hence, the Company has implemented all the orders stated in BIFR order dated, September 07, 2015.

Other than the above no significant or material order has been passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on 31st March, 2020 to the date of this Report. There has been no change in the nature of business of the Company.

Company faced issues in preparation of financial Statements and hence Company re-grouped/re-arranged wherever necessary. Hence, there are few changes in the Balance Sheet finalised for March 31, 2020.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy and technology absorption as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - IV" to this report.

The total foreign Exchange inflow was Rs. 1,09,21,117 and Foreign Exchange Outflows was NIL during the year under review.

31. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulation, the following have been made a part of the Annual Report and are appended to this report:

a. Management Discussion and Analysis;

b. Report on Corporate Governance;

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or to act as director of the Company; and

e. Auditors Certificate regarding compliance with conditions of Corporate Governance.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All the women employees either permanent, temporary or contractual are covered under the said policy. The said policy is updated internally to all the employees of the Company. An Internal Complaint Committee (ICC) is not constituted as the same is not applicable to the Company.

The details of the complaints in relation to the Sexual Harassment of Women at Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

33. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

34. MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act, 2013 regarding maintenance of cost records are not applicable to the Company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.

36. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support and cooperation received from various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors and suppliers, Business Partners and other stakeholders of the Company and also convey a sense of high appreciation to all the employees of the Company for their hard work, dedication, continued commitment and contributions.

For and on behalf of the Board of Directors
For Grand Foundry Limited
Kiran Jangla
Place: Mumbai Managing Director
Date: November 24, 2020 DIN: 01246423